Cash Management Services. [[Organization A:Organization]] may use availability hereunder up to the Cash Management Sublimit for [[Organization B:Organization]]’s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements. If at any time the Line of Credit is terminated or otherwise ceases to exist, [[Organization A:Organization]] shall immediately secure in cash the entire Cash Management Sublimit on terms acceptable to [[Organization B:Organization]].

Cash Management Agreement. The Agent shall have received from the Borrowers the final Cash Management Agreement, duly executed by each Borrower and the Cash Management Bank.

This Agreement and the Cash Management Agreement and the Deposit Account Control Agreement, collectively, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Cash Management Account and the Deposit Account in favor of the Agent for the benefit of the Lender, and each such security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of each Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, none of the Borrowers has sold, pledged or otherwise transferred or conveyed any of its rights or interests in the Cash Management Account or the Deposit Account;

“Guarantors” means, collectively, # the Subsidiaries of the Partnership listed on [Schedule 1.01(A)] and each other Restricted Subsidiary that is a Material Subsidiary of the Partnership that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12 and # solely with respect to # the payment and performance by each Specified Loan Party of its obligations under its Guaranty pursuant to Section 10.19 with respect to all Swap Obligations and # with respect to Obligations in respect of Secured Cash Management Agreements and Secured Hedge Agreements, the Borrowers. For the avoidance of doubt, no CFC, FSHCO, or any Subsidiary that is disregarded for U.S. federal income tax purposes and that is held directly or indirectly by a CFC or FSHCO shall be a Guarantor.

“Secured Parties” shall mean, collectively, Agent, Issuer, Swing Loan Lender and Lenders, together with any Affiliates of Agent or any Lender to whom any Hedge Liabilities or Cash Management Liabilities are owed and with each other holder of any of the Obligations, and the respective successors and assigns of each of them.

“Secured Parties” means, collectively, the Hedge Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Cash Management Services” has the meaning assigned to such term in the definition of the term “Secured Cash Management Obligations.”

Joint and Several Obligations. Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by ​, ​, any Agent, Arranger or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each Borrower under the provisions of this [Section 10.20]

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fourth, ratably # to payment of that portion of the Obligations constituting unpaid principal of the Loans and the L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this subclause # to this clause Fourth held by them and # to payment of that portion of the Obligations constituting amounts owing under or in respect of Secured Swap Contracts and Secured Cash Management Services Agreements, ratably among the Swap Banks and Cash Management Banks in proportion to the respective amounts described in this subclause # to this clause Fourth held by them;